MAROC_TELECOM_REGISTRATION_DOCUMENT_2017

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GENERAL INFORMATION ABOUT THE COMPANY Information about the Company and corporate governance

The following table summarizes the compensation paid over the past three fiscalbyears:

(in MAD million)

2017

2016

2015

Short-term benefits Severance packages

84

55 65

48 55

105

2.2.3.3.6

Loans and guarantees granted to senior managers

Based on compensation for 2017, the minimum amount to be paid by the Company in the event of termination of employment contracts of members of the Management Board, except in case of gross negligence or willful misconduct, would amount toMADb105bmillion. Furthermore, the Company bears the cost of entertainment and travel expenses incurred by members of the Management Board in the course of their duties. The impact of benefits in kind and special complementary pension plans set up for corporate officers is included in the figures in the above table. For members of the Supervisory Board, the Shareholders’ Meeting of Aprilb26, 2016 voted to allocate the aggregate annual amount of twobmillion five hundred fortybthousand dirhams in Directors’ fees to the members of the Supervisory Board and the Audit Committee. This decision remains valid until a new decision is made by the Shareholders’ Meeting. The conditions and criteria for distributing the fees must be set by the Supervisory Board. 2.2.3.3.2 Ownership of company shares by members of the management body At Decemberb31, 2017, the members of the Management Board directly or indirectly held 76,303 shares in Maroc Telecom. 2.2.3.3.3 Conflicts of interest and other relevant considerations Over the past fivebyears,nomember of MarocTelecom’sManagement Board or Supervisory Board has been convicted of fraud; nomember of theManagement Board or Supervisory Board has been associated with a bankruptcy, receivership or liquidation; and no official public indictment and/or sanction has been issued against them by legal or regulatory authorities or professional organizations. Similarly, no corporate officer of Maroc Telecom has been prevented by a Court fromacting as amember of an executive,management or supervisory body of an issuer, or from participating in the management or the business of an issuer. Finally, the appointment of members of the Management Board and Supervisory Board is governed by a Shareholders’ Agreement under the terms and conditions described in Sectionb2.2.2.2.4 “Shareholders’ Agreement.” 2.2.3.3.4 Management’s interest in key customers or suppliers None. 2.2.3.3.5 Service agreements With the exception of employment contracts between members of the Management Board and the Company, there are currently no contracts between members of the Management Board or Supervisory Board and the Company and/or its subsidiaries that bestow any particular benefits.

None.

2.2.3.4 RELATED-PARTY TRANSACTIONS

2.2.3.4.1 Legal Framework Under Articlesb95 et seq. of Moroccan Law 17-95 on corporations, as amended and supplemented by Law 20-05 and Law 78-12, any agreement between the Company and, whether directly or indirectly, a member of the Management or Supervisory Boards, or between the Company and any shareholder directly or indirectly holdingmore than 5% of the share capital and voting rights, is subject to prior authorization from the Supervisory Board. The same applies to agreements in which one of the persons referred to in the preceding paragraph is indirectly involved or in which he or she deals with the Company by proxy. Agreements between the Company and another company are also subject to the same authorization if one of the members of the Management Board or the Supervisory Board is the owner, an indefinitely associated partner, manager, director, Chief Executive Officer or member of the Management Board or Supervisory Board of the company. Accordingly, related-party agreements signed in previous fiscalbyears that remained in effect in 2017 are described below and detailed in the special report of the Statutory auditors that can be found on page 189 and following, of this document. 2.2.3.4.2 Related-party transactions renewed in fiscal year 2017 AGREEMENT WITH THE MOROCCAN ROYAL FEDERATION OF TRACK AND FIELD (FRMA) The agreement between Maroc Telecom and FRMA, of which Mr. Abdeslam Ahizoune is also Chairman, expired in Septemberb2017. During the 2017 financialbyear, the renewal of that same agreement was authorized by the Supervisory Board on Decemberb8, 2017 for one (1) additionalbyear, for an amount of MADb3bmillion, and to which was added support for expenses related to the travel and missions of the President of the FRMA 2.2.3.4.3 Related-party transactions from prior fiscal years still in effect in 2017 BRAND LICENSING AGREEMENTS As of Januaryb 26, 2015, Maroc Telecom became the majority shareholder of Atlantique Telecom Côte d’Ivoire, Etisalat Benin, Atlantique Telecom Togo, Atlantique Telecom Niger, Atlantique Telecom Gabon (entity absorbed by Gabon Telecom on

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MAROC TELECOM ____ 2017 Registration Document